RE MYRIAD GOLD CORPORATION

RE MYRIAD GOLD CORPORATION

The court authorized the provisional liquidators to charge remuneration on a time‑cost basis under the Panel A scale (to be paid from the petitioning companies' assets where available) and, given the coinciding interests of the parent companies and BF, ruled in principle that the provisional liquidators may exercise shareholders' powers in BF to cause BF to indemnify them and to provide for payment of their remuneration and solicitors' costs out of BF assets, subject to qualifications (the resolutions cease to apply if a petition to wind up BF is presented and any indemnity is limited to acts in relation to BF). The court also validated that the 6 November 2002 shareholders' resolutions...

Citation
RE MYRIAD GOLD CORPORATION
Parties
Company Subject of Winding Up Petition: Maintain Profits Limited; Company Subject of Winding Up Petition: Myriad Gold Corporation; Subsidiary and Sole Asset of the Petitioning Companies: B F Construction Company Limited; Petitioner and Contributory: Law Wai Duen Nina; Opposing Contributory/respondent: Chan Shiu Chick; Joint and Several Provisional Liquidators: Mr Charles Chan Wai Dune and Mr James Wardell
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
20 August 2003
Case Number
HCCW346/2002
Procedural Posture
Companies (winding Up) / Summons for Directions Following Appointment of Provisional Liquidators; Decision on Powers, Remuneration and Related Relief
Outcome
Summonses granted in part: directions given validating remuneration basis, shareholders resolutions power, indemnity and appointment powers with qualifications; leave granted to seek to wind up BF; costs directions made as to undertakings
Legal Topics
Provisional Liquidators, Remuneration of Liquidators, Shareholders Resolutions, Indemnity, Winding Up Petition, Directors Deadlock, Reflective Loss
Source Language
EN
Company Law Insolvency Law Civil Procedure Corporate Governance Provisional Liquidators Remuneration of Liquidators Shareholders Resolutions Indemnity +3 more

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Parties

Maintain Profits Limited

Company Subject of Winding Up Petition

Myriad Gold Corporation

Company Subject of Winding Up Petition

B F Construction Company Limited

Subsidiary and Sole Asset of the Petitioning Companies

Law Wai Duen Nina

Petitioner and Contributory

Chan Shiu Chick

Opposing Contributory/respondent

Mr Charles Chan Wai Dune and Mr James Wardell

Joint and Several Provisional Liquidators

Procedural Posture

Companies (winding Up) / Summons for Directions Following Appointment of Provisional Liquidators; Decision on Powers, Remuneration and Related Relief

Legal Issues

  1. 1 Whether provisional liquidators may charge their remuneration on a time‑cost basis using Panel A scale and be paid from parent company assets or from the subsidiary (BF) by shareholders resolution
  2. 2 Whether provisional liquidators may cause BF to indemnify them for actions in relation to BF
  3. 3 Whether shareholders resolutions passed in writing/unanimously without a meeting are valid and fall within provisional liquidators' powers

Ratio Decidendi

The court authorized the provisional liquidators to charge remuneration on a time‑cost basis under the Panel A scale (to be paid from the petitioning companies' assets where available) and, given the coinciding interests of the parent companies and BF, ruled in principle that the provisional liquidators may exercise shareholders' powers in BF to cause BF to indemnify them and to provide for payment of their remuneration and solicitors' costs out of BF assets, subject to qualifications (the resolutions cease to apply if a petition to wind up BF is presented and any indemnity is limited to acts in relation to BF). The court also validated that the 6 November 2002 shareholders' resolutions...

Court Disposition

Summonses granted in part: directions given validating remuneration basis, shareholders resolutions power, indemnity and appointment powers with qualifications; leave granted to seek to wind up BF; costs directions made as to undertakings

Orders

  • Remuneration of the provisional liquidators to be charged on a time‑cost basis at the standard Panel A scale agreed between the Official Receiver and the Hong Kong Society of Accountants and paid out of the assets of Maintain Profits or Myriad Gold as applicable
  • Provisional liquidators may exercise the powers of Maintain Profits and Myriad Gold as shareholders of BF by shareholders resolution to cause BF to indemnify the provisional liquidators for actions in relation to BF and to provide for remuneration to be charged to and paid out of BF, provided that (a) such...